Unsubstantiated nature of certain conditions precedent on which the sale of TDI assets depended under the conditional agreement for the sale of TDI assets concluded between Ciech SA and Zakłady Chemiczne Zachem SA as the Sellers and BASF Pol
Current report no : 67/2012
Report date : 12/7/2012
Abbreviated name : Ciech SA
Subject : Unsubstantiated nature of certain conditions precedent on which the sale of TDI assets depended under the conditional agreement for the sale of TDI assets concluded between Ciech SA and Zakłady Chemiczne Zachem SA as the Sellers and BASF Pol
Legal basis : Article 56 section 1 item 1 of the Act on the Offering - confidential information
Report :
The Management Board of Ciech SA, acting pursuant to Article 56 section 1 item 1 of the Act of July 29th, 2005 on Public Offering and the Conditions for Introducing Financial Instruments to Organised Trading and on Public Companies, with reference to:
- (i) the agreement of sale and transfer of intangibles related to TDI production to BASF Polska Sp. z o.o., comprising customer lists, business contracts concerning TDI sale, intellectual property rights to TDI products and technologies as well as know-how related to TDI production ("TDI Assets"), concluded on September 24th, 2012 between Ciech SA and Zakłady Chemiczne Zachem SA ("Zachem") as the Sellers and BASF Polska Sp. z o.o. and BASF SE as the Buyers (see current report no. 41/2012) ("Agreement with BASF"); and
- (ii) the loan agreement of February 10th, 2011 between Ciech SA as the borrower and its subsidiaries as guarantors (Janikowskie Zakłady Sodowe Janikosoda S.A., Inowrocławskie Zakłady Chemiczne Soda Mątwy S.A., Soda Polska Ciech sp. z o.o., Zakłady Chemiczne Alwernia S.A., Przedsiębiorstwo Chemiczne Cheman S.A., Zakłady Chemiczne Organika Sarzyna S.A., Polfa sp. z o.o., Vitrosilicon S.A., Transclean sp. z o.o. as well as Zakłady Chemiczne Zachem S.A.) and Bank DnB Nord Polska S.A., Bank Handlowy w Warszawie S.A., Bank Millennium S.A., Bank Polska Kasa Opieki S.A., BRE Bank S.A., ING Bank Śląski S.A. ("Financing Banks") and Powszechna Kasa Oszczędności Bank Polski S.A ("Collateral Agent") regarding refinancing of the financial debt of the Ciech Group resulting from the loan agreement of April 26th, 2010 ("Loan Agreement") (see current report no. 12/2011), reports on the unsubstantiated nature of certain conditions precedent on which the sale of TDI Assets under the Agreement with BASF depended.
Pursuant to the Agreement with BASF, the conditions precedent on which the sale of TDI Assets depended included:
- (i) obtaining, according to the Loan Agreement, a consent of the Financing Banks and the Collateral Agent to dispose of TDI Assets; and
- (ii) submission by the Collateral Agent of a statement on releasing the collateral established on TDI Assets in relation to the Loan Agreement.
On December 6th, 2012 Ciech SA repaid the loans granted under the Loan Agreement (Ciech SA will report on this in a separate report). At the same time, on December 6th, 2012 the Collateral Agent confirmed the expiry of claims under the Loan Agreement and confirmed the expiry of all collateral governed by the law of Poland established for the Collateral Agent in relation to the Loan Agreement as well as transferred back all rights and receivables of Zachem and Ciech SA assigned to the Collateral Agent on the basis of assignment agreements concluded between Ciech SA and Zachem as assignors and the Collateral Agent as the assignee in relation to securing claims under the Loan Agreement.
Due to the repayment of all liabilities under the Loan Agreement, the expiry of collateral established on the basis of the Loan Agreement as well as the return transfer of rights and receivables, the following conditions precedent on which the sale of TDI Assets depended became unsubstantiated:
- (i) obtaining, according to the Loan Agreement, a consent of the Financing Banks and the Collateral Agent to dispose of TDI Assets; and
- (ii) submission by the Collateral Agent of a statement on releasing the collateral established on TDI Assets in relation to the Loan Agreement.
Signatures of the Company's representatives : Andrzej Kopeć – Member of the Management Board
Signatures of the Company’s Representatives : Artur Osuchowski – Member of the Management Board
